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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
SPECTRUMEDIX CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 25-1686354
(STATE OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NUMBER)
2124 Old Gatesburg Road
State College, Pennsylvania 16803
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon filing securities and is to become
pursuant to General effective simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. [ ] registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
Redeemable Warrants to purchase Common Stock
Units consisting of one share of Common Stock and one Redeemable Warrant
(TITLE OF CLASS)
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ITEM 1. Description of Registrant's Securities to be Registered.
Incorporated herein by reference to the Description of Capital
Stock section of the Company's Registration Statement on Form SB-2 (File No.
333-6650) (the "Registration Statement"), as originally filed on March 18,
1997, or as subsequently amended.
ITEM 2. Exhibits.
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EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
3.1 Restated Certificate of Incorporation of the Registrant, as
filed with the Delaware Secretary of State on March 5, 1993 --
incorporated herein by reference to Exhibit 3.1 to the
Company's Registration Statement on Form SB-2 (File No.
333-6650).
3.2 Certificate of Amendment to Restated Certificate of
Incorporation of the Registrant, as filed with the Delaware
Secretary of State on March 11, 1997 -- incorporated herein by
reference to Exhibit 3.2 to the Company's Registration
Statement on Form SB- 2 (File No. 333-6650).
3.3 Second Amended and Restated Certificate of Incorporation of the
Registrant, as will be filed with the Delaware Secretary of
State immediately prior to consummation of this Offering --
incorporated herein by reference to Exhibit 3.3 to the
Company's Registration Statement on Form SB-2 (File No.
333-6650).
3.4 Bylaws of the Registrant, as in effect immediately prior to
this Offering -- incorporated herein by reference to Exhibit
3.4 to the Company's Registration Statement on Form SB-2 (File
No. 333-6650).
3.5 Restated Bylaws of the Registrant, as will become effective
upon consummation of this Offering -- incorporated herein by
reference to Exhibit 3.5 to the Company's Registration
Statement on Form SB-2 (File No. 333-6650).
4.1 Form of Stock Certificate -- incorporated herein by reference
to Exhibit 4.1 to the Company's Registration Statement on Form
SB-2 (File No. 333-6650).
4.2 Form of Registration Rights Agreement by and between the
Registrant and certain stockholders -- incorporated herein by
reference to Exhibit 4.2 to the Company's Registration
Statement on Form SB-2 (File No. 333-6650).
4.3 1997 Stock Incentive Plan of the Registrant and related
documents -- incorporated herein by reference to Exhibit 4.3 to
the Company's Registration Statement on Form SB-2 (File No.
333-6650).
4.4 Form of SpectruMedix Corporation Unit Purchase Option --
incorporated herein by reference to Exhibit 4.4 to the
Company's Registration Statement on Form SB-2 (File No.
333-6650).
4.5 Form of Warrant Agreement by and between the Registrant and
Continental Stock Transfer & Trust Company -- incorporated
herein by reference to Exhibit 4.5 to the Company's
Registration Statement on Form SB-2 (File No. 333-6650).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
SPECTRUMEDIX CORPORATION
Date: April 29, 1997 By: /s/ BERNARD SONNENSCHEIN
---------------------------
Bernard Sonnenschein,
President and Director
